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Keycafe

Updated Terms of Service

We've recently updated our Terms of Service and added several new agreements. If you signed up for an account on or after November 27, 2017, the updated Terms of Service apply to you. If you signed up for an account prior to November 27, 2017, these new Terms of Service go into effect for you on January 1, 2018. Please read these Terms of Service carefully. You can learn more on our blog regarding the update.

Keycafe Terms of Service

Last updated November 27, 2017.

Capitalized terms used in these Terms of Service have the meanings set forth in Section 11.9 below.

THESE TERMS ARE A CONTRACT BETWEEN YOU AND KEYCAFE AND GOVERN YOUR USE OF AND ACCESS TO THE SERVICE, THE EQUIPMENT, AND THE SITE, WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION, FREE TRIAL, GUEST ACCESS OR ANY OTHER USE. BY ACCESSING, BROWSING, OR USING THE SERVICE, THE EQUIPMENT, OR THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND THAT YOU WILL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. YOUR USE IS SUBJECT TO THE MOST RECENT VERSION OF THESE TERMS POSTED ON THE SITE AND IT IS YOUR RESPONSIBILITY TO PERIODICALLY CONSULT THESE TERMS WHENEVER YOU INTEND TO USE THE SERVICE, THE EQUIPMENT, OR THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE, THE EQUIPMENT, OR THE SITE.

  1. Your Acceptance

    1.1. Acceptance by Use. By registering an account, picking up or dropping off a Key, selecting a Subscription Plan, permitting entry of Equipment into Your premises, using, hosting, installing or servicing Equipment, or by otherwise using the Site or Service (including, without limitation, any applications, content and functionality available through the Service), You accept and agree to be bound by these Terms and the Privacy Policy.
    1.2. Corporate Representative. If You are entering into these Terms on behalf of a company or other legal entity, then You represent and warrant that You have the authority to enter into these Terms on behalf of such entity and that from and after Your acceptance of the Terms, the Terms are binding upon the entity You represent, in which case the terms "You" and "Your" will refer to such entity.
    1.3. Age Restrictions. You represent and warrant that You are either older than 18 years of age, an emancipated minor, or possess legal parental or guardian consent, and are fully able, competent, and legally permitted to enter into the terms, obligations, affirmations, representations, indemnities, and warranties set forth in these Terms and to abide by and comply with these Terms. You further represent and warrant that You are over the age of 13, as the Service is not intended for children under the age of 13. If You are under the age of 13, then do not use the Service.
    1.4. Acceptance of Modifications by Use. Although Keycafe may attempt to notify You directly when major changes are made to these Terms, Keycafe may, in its sole discretion, modify or revise these Terms and the Privacy Policy at any time by posting such changes on the Site, and You agree that by continuing to use the Service after posting, You accept and are bound by such modifications or revisions.

  2. The Service

    2.1. Scope of Service. The Service provided by Keycafe is an online exchange for the management of access to and exchange of Keys. Keycafe and its Location Providers provide You with the means to manage listings of Keys, share access rights to Keys with other Customers, and a network of Locations and Equipment through which to exchange Keys.
    2.2. Users. Keycafe allows users who have accepted a Subscription Plan and created an account on the Service, or otherwise accepted these Terms, to utilize the Service in different ways and in one or more capacities, including, but not limited to:
    2.2.1. "End Users," who pick up or drop off Keys at Locations;
    2.2.2. "Location Providers," who own or operate cafes, restaurants, convenience stores, business offices, residential or commercial buildings or other venues that host Equipment on their premises for use by End Users, and who must also enter into a Location Provider Agreement;
    2.2.3. "Enterprise Users," who have a business use case for the Service that may include, without limitation, acting as a Location Provider on its own premises, onboarding its own staff and customers as End Users, programming a custom integration through the Keycafe API, connecting with and managing End Users' accounts directly or through an integration, offering co-branded or whitelabled Equipment at Locations, or utilizing the Service on a large scale for many Keys or through many Location Providers.
    (all of such users and any other users of the Service are collectively, "Customers").
    2.3. Customer Information. Customers using the Service must provide certain information, including but not limited to, name, email address, mobile telephone number, and Key aliases, and have the option to provide further identifying information related to Keys such as guest access information and addresses (collectively, "Customer Information") which are used for Your account access and to facilitate the exchange of Keys.
    2.4. Third Party Sharing Applications. You may choose to share Your Customer Information through the Service with other Customers of the Service, or through third party sharing applications ("Third Party Sharing Applications") to third parties outside the Service. Whether or not You authorized the third party to share Your Customer Information, You understand and agree that the Keycafe Group has no control over or ability to retract or delete any Customer Information shared through a Third Party Sharing Application, whether by You or by another Customer. Without limiting the foregoing, if You use a Third Party Sharing Application, and share Your third party account information with Keycafe, You agree that Your use of a third party API, content or its member or customer content is at all times subject to the terms and conditions of the third party terms of service, privacy policy and the documents incorporated therein.
    2.5. Third Party Websites. By using the Service, You expressly relieve the Keycafe Group from any and all liability arising from Your use of any third-party site or viewing any Customer Information shared by another Customer. The Keycafe Group has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party. Keycafe cannot and will not censor or edit the content of any third-party site, or any Customer Information shared by a Customer.
    2.6. Your Right of Use. Subject to Your compliance with these Terms, once You create an account and become a Customer, Keycafe hereby grants to You a personal, limited, non-exclusive, non-transferrable, and revocable license to: (i) view, download and print any information made available by Keycafe through the Service, including any information licensed from a third party (excluding Customer Information), (ii) view any Customer Information selectively shared with You by other Customers, solely for the intended and permitted purposes of the Service, and (iii) utilize the Service as intended to exchange or facilitate the exchange of Keys at Locations.
    2.7. Limitations on Your Right of Use. The Service is provided to You solely for the purposes expressly set out in these Terms. Without the prior written consent of Keycafe, it may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose other than the use as intended through the provided functionality of the Service. Keycafe reserves all rights not expressly granted in and to the Service. Keycafe reserves the right to discontinue any aspect of the Service at any time for any reason.

  3. Equipment and Customer Keys

    3.1. Use of the Key Fob. Keycafe sources or originates Equipment necessary for the Service to function. The Key fobs used by End Users contain a device which provides tracking of the Key fob when integrated with the Service. However, Keycafe is only tracking the Key fob based on Keycafe's stored data and Keycafe has no information about the Key(s) attached to a particular Key fob, except for the alias and other information inputted by You at Your option. The Customer assumes full responsibility for protecting the identity of the Key, the point of access operated by the Key, and for selecting the Customer(s) to be given access to the Key. If the Key is not itself marked or identified to connect it to a specific point of access, and if the Customer does not disclose that point of access, then generally there is no way to discover through the Service the lock or device operated by the Key. There are no serviceable parts in the Key fob. If a Key fob fails, Keycafe's liability is limited to replacing the Key fob
    3.2. Use of Other Equipment. Location Providers generally have Equipment such as additional Key fobs, Key cabinets, Key exchange consoles, and automated Key exchange equipment. Once Location Providers authorize and begin hosting the Equipment on their premises, Keycafe generally has only such access to the Equipment as may be granted by the Location Provider or as may be required by the Location Provider Agreement entered into between Keycafe and such Location Provider. Keycafe believes the Equipment is robust, that Equipment failures are rare, and that most failures can be addressed by the Location Provider contacting Keycafe's customer service. However, Keycafe has no immediate or direct physical control over the use of the Equipment in any of the Locations and Keycafe assumes no liability for Equipment failure, or any delays caused by Equipment failure or any consequential damages. For clarity, the same provisions also apply to Equipment provided to Enterprise Users who are also Location Providers. If Equipment fails, Keycafe's liability is limited to repairing or replacing the Equipment, at Keycafe's option.
    3.3. Rights to Access Keys. For the security of all Customers, Keycafe depends on You to provide accurate access inputs and Keycafe will authenticate only the access authorized by You. Once Your Key is placed in Equipment at a Location, You agree that Your Key may be accessed only by You or Your authorized End Users according to Keycafe's access protocols on the Site. Keycafe will not grant access to Your Key to End Users, even if Keycafe believes You may have accidentally given access on the wrong dates or made some other accidental omission. You further acknowledge and agree that Keycafe cannot guarantee continuous physical access to Your Key and that Your physical access is subject to the operating hours and conditions existing at each Location. You agree that Your rights of ownership or possession as to Your Key do not entitle You or Your End Users to subvert or access the Equipment by any means except by Keycafe's protocols during the operating hours and subject to the conditions existing at each Location. You agree that Keycafe has the right in its sole discretion to access, move, or permit access to or movement of Your Key when it deems it reasonably necessary to the operation of the Service or the Equipment. Location Providers agree to take ordinary care to access Keys only according to Keycafe's access protocols or as otherwise instructed by Keycafe or its personnel in response to Equipment or Service failures.
    3.4. Lost Key Policy. Keycafe supports a lost Key policy to cover any Key that is lost or stolen during Your use of the Service. If You suffer a loss of a Key that can be verified by Keycafe to have been properly placed in Equipment, You will be compensated up to $100.00 (USD) upon presentation of a third party invoice for costs and expenses related to the replacement of the lost Key or door lock equipment ("Lost Key Policy"). The Lost Key Policy is limited to one Key per Key fob. Keycafe may elect, at Keycafe's option, to provide a double credit for Service in lieu of cash. If Your Key is lost, stolen, or damaged, Keycafe's liability is limited to Keycafe's Lost Key Policy.
    3.5. Closure of Locations. If Keycafe learns that a Location has closed or will close, or that a Location Provider will no longer operate as part of the Service, Keycafe will use commercially reasonable efforts to maintain availability and to schedule a transfer of Keys to the nearest available Location. Keycafe will also notify You of the closing as soon as possible so You may pick up Your Key if You do not wish for Your Key to be transferred. If a Location closes, Keycafe's liability is limited to its obligation to use commercially reasonable efforts to transfer Your Key to the nearest available Location.
    3.6. Location and Enterprise Users' Businesses. Keycafe has no interest in or control over any business operated at any Location by any Location Provider or Enterprise User.

  4. General Use of the Service and the Equipment

    4.1. Permitted Uses. You may only use the Service and the Equipment for lawful purposes. You agree to use the Service and the Equipment only in a manner consistent with all applicable laws, regulations, and Keycafe's policies and procedures. Keycafe reserves the right to investigate and take action against any Customer who violates this provision, as solely determined by Keycafe. Such action may include without limitation removing Customer Information from the Service, blocking the violating device from accessing the Service, inspecting items dropped off at any Location, and terminating the account of any violating Customer.
    4.2. Prohibited Uses. Without limiting Section 4.1, You expressly agree that You will not (i) use the Service or the Equipment for sending or storing any unlawful substance or material, storing volatile, explosive or hazardous substances, to gain unlawful access, in furtherance of any crime, or for fraudulent purposes; (ii) use the Service to store cash, securities, credit cards, precious metals, jewelry, watches, or valuable items of any kind; (iii) use the Service to infringe upon Keycafe's or any third party's privacy rights, trademarks, intellectual property rights, contract rights, or any other rights of any person, or to defame or to slander any person; (iv) collect or harvest any personally identifiable information from the Service, nor use the communication systems provided by the Service (e.g., comments, content posting, or email) for any commercial solicitation purposes; (v) solicit, for commercial purposes, any Customers of the Service; (vi) use the Service for the purposes of obtaining Confidential Information or product information for the development of a similar or competing product; (vii) reverse engineer the Service or the Equipment; (viii) use or launch any automated system, including without limitation any "robot" or "spider" that accesses the Service; or (ix) interfere with, or attempt to interfere with, the Service or the networks or services connected to the Service, whether through the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the same to occur. The Service and the software embedded within the Service may include security components that permit digital materials to be protected and use of the Service is subject to usage rules set by Keycafe and other content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Keycafe reserves the right to terminate the account of and take any other actions available at law, including without limitation seeking injunctive relief, against any Customer who engages in a prohibited use. This Section 4.2 will survive any termination of these Terms.
    4.3. Community Guidelines. In addition to adhering to the prohibited use requirements set out in Section 4.2, You agree that You will adhere to the rules set out in the Community Guidelines. Please read the Community Guidelines for rules and advice on how to use the Service. Keycafe reserves the right to terminate the account of and take any other actions available at law, including without limitation seeking injunctive relief, against any Customer who violates the Community Guidelines.
    4.4. Free Trial Limitation. Keycafe may, from time-to-time and for limited times, at Keycafe's election, offer promotional free trials of the Service to a limited number of free Key pickups. These promotions are intended to give You an opportunity to sample the Service within a reasonable period of time. Keycafe may after a period of use send You one or more notifications requesting that You input Your billing information and subscribe as specified by Keycafe. If You do not subscribe or remove Your Keys from the Service within 15 days of the date of such notification, You agree that Keycafe may at its option remove and discard Your Key without further notice and with no liability to Keycafe.
    4.5. Use of the Equipment. You covenant and agree that You will take ordinary care in Your use of the Equipment and that You will not misuse or abuse the Equipment in any way.
    4.6. Inherent Limitations. The Service and the Equipment may be subject to limitations, delays, and other problems inherent in the use of the internet, electronic communications, and call centers, or inherent in changes, upgrades, maintenance, and servicing of the Equipment and the Service. Keycafe is not responsible for any delays, delivery failures, or other problems resulting from such inherent limitations.

  5. Keycafe Accounts, Billing and Payments

    5.1. Creation of Your Account. In order to access the Service and become a Customer, You must (i) create a Keycafe account and register as a member by providing complete and accurate registration information, including a valid email address, password, and certain other required information as requested by Keycafe, (ii) be invited as a guest user by another Customer who supplies your contact information, (iii) become a Location Provider by agreeing to a Site Survey Report (as defined in the Location Provider Agreement applicable to You), or (iv) onboard through any other means through which You agree to the Terms. You must promptly notify us if Your information changes.
    5.2. Responsibility for Your Account. You are solely responsible for all activity that occurs on Your account, and You must keep Your account password, PIN, single use access tokens, and other access credentials provided by You or generated by Keycafe secure. You must notify Keycafe immediately of any breach of security or unauthorized use of Your account. The Keycafe Group is not liable for any losses caused by any unauthorized use of Your account. You may be liable for the losses of the Keycafe Group or others due to such unauthorized use. For the security of all Customers, You agree to follow Keycafe's protocols for granting Key access which may require new Customers to setup a Keycafe account or to utilize an access code sent to them by Keycafe. If You give anyone Your mobile number, account password, PIN or other access credentials to access Your Key, You agree You have knowingly and intentionally breached Your security and Keycafe's security and that You will be liable for any harm that may result from the unauthorized party's access to Your Key or to the Service.
    5.3. Fees on Your Account. Any fees owed by You to Keycafe for Your use of the Service are due immediately and all payments received are non-refundable (except in Keycafe's sole discretion), even upon termination of Your account, whether by You or by Keycafe. All pricing information is published on the Site or on Your billing page or order form, as applicable, and is subject to change at any time and in the sole discretion of Keycafe. By continuing to use the Service after a change in pricing, You accept any new pricing. Keycafe may contact You about special pricing if You maintain an exceptionally high use of the Service.
    5.4. Taxes. Unless otherwise stated, Keycafe's charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes, export and import duties, and all similar taxes assessable on the Service or the Equipment by any local, state, provincial or foreign jurisdiction, if any apply (collectively "Taxes"). You are responsible for paying Taxes, except those assessable against Keycafe based on Keycafe's income. If the Keycafe Group has a legal obligation to do so, Keycafe will invoice You for such Taxes, and You agree to pay Taxes as invoiced.
    5.5. Billing. You hereby authorize Keycafe to bill Your credit card, debit card, or other payment instrument in advance and on a periodic pay per use basis in accordance with the Subscription Plan You choose until You terminate Your Subscription Plan. You represent and warrant that You are authorized to use the credit card, debit card, or other payment instrument used in connection with Your account and that the information provided by You is current, complete, and correct. Keycafe uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for Keycafe.
    5.6. Invoices. Invoices for receipt of payment will be made available in Your account and will not be sent to You by email or any other delivery method. Please log in to Your account to view and obtain invoices for the Service. All charges are considered valid unless You dispute them in writing within 30 days of the billing date. Adjustments will not be made for charges that are more than 30 days old.
    5.7. Promo Codes. From time to time Keycafe may, in its sole discretion, offer one-time promotional codes for the Service that can be redeemed for an account credit or other features or benefits relating to the Service ("Promo Codes"), and such Promo Codes may be subject to additional terms that Keycafe establishes on a per Promo Code basis. Keycafe reserves the right to modify or cancel Promo Codes at any time. Promo Codes are limited to one per Customer and account and may not be combined with other offers. Promo Codes are non-transferable, may not be re-sold and may expire before Your use.
    5.8. Notices. You may have the option of being notified of account activity by text message, email or other electronic notification format for certain account activity, and some notifications may be mandatory for customer service and security purposes. Message and data rates may apply and You are responsible for any such fees.
    5.9. Term and Closing Your Account. The term of Your account and any prorations for partial terms are specified in Your Subscription Plan. Once all of Your Keys are removed by You from the Equipment, You may request the cancellation of Your account in Your account settings at any time. Keycafe may, in its sole discretion and without liability to You, with or without cause, with or without prior notice, and at any time, terminate these Terms or decide to limit, suspend, deactivate, or cancel Your Keycafe account. In the event Your account is cancelled by Keycafe and You have a Key at a Location, upon receiving a request in writing to return the Key, Keycafe will make commercially reasonable efforts to return the Key to You in a timely manner. If You do not request in writing the return of a Key within 10 days of the date of cancellation, the Key may be discarded by Keycafe without further liability to You.

  6. Confidentiality

    You agree to safeguard, keep secret and not disclose to any third party any Confidential Information acquired, learned or provided from the Keycafe Group during the term of these Terms or following the expiration or termination of these Terms. "Confidential Information" means any information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any pricing of any enterprise Subscription Plan, commission model for any Location Provider, business and partnership plans, financial information, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds. This Section 6 will survive any termination of these Terms.

  7. Ownership and Licenses

    7.1. Keycafe's Property. The Keycafe Group (and its licensors and licensees, where applicable) is the owner of all right, title and interest, including intellectual property rights in and to the Service and the Equipment. Any suggestions, ideas, feedback, recommendations, or other information provided by You or any other party relating to the Service or the Equipment is owned by the Keycafe Group. Nothing in these Terms constitutes or should be construed as a sale of the Service or of the Equipment, or of any intellectual property rights related thereto, except to the extent expressly provided in Keycafe's Subscription Plans. The Keycafe Group owns the copyrights, service marks, and trademarks (collectively, the "Marks") displayed on the Site, the Equipment, and promotional and packaging materials, and any unauthorized use of the Marks is strictly prohibited. The Keycafe Group reserves all rights not expressly granted herein.
    7.2. Your Property. You retain all of Your ownership rights in Your Customer Information. However, by submitting Customer Information, You hereby grant Keycafe a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to host, reproduce, distribute, and display the Customer Information in connection with providing the Service, including storing Your Customer Information with third-party services that support the Service, and providing the Customer Information to those Customers with whom You have shared or have authorized Keycafe to share Your Customer Information. You also hereby grant each Customer with whom You have shared or received Customer Information or have authorized Keycafe to share Your Customer Information a non-exclusive license to access Your Customer Information through the Service, and to use, reproduce, and display such Customer Information as permitted through the functionality of the Service and under these Terms. Except as expressly set out herein and in the Privacy Policy, Keycafe has no rights to Your Customer Information.

  8. The Keycafe Group's Warranty Disclaimer

    THE SERVICE AND THE EQUIPMENT ARE PROVIDED TO YOU ON AN "AS-IS," "WHERE-IS," AND "AS AVAILABLE" BASIS. THE KEYCAFE GROUP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. IN PARTICULAR, THE KEYCAFE GROUP DOES NOT REPRESENT OR WARRANT TO YOU THAT: YOUR USE OF THE SERVICE AND THE EQUIPMENT WILL MEET YOUR REQUIREMENTS, THE SERVICE OR THE EQUIPMENT IS FIT FOR ANY PARTICULAR PURPOSE, YOUR USE OF THE SERVICE AND THE EQUIPMENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICE AND THE EQUIPMENT WILL BE CORRECTED. KEYCAFE IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY OTHER CUSTOMERS, THIRD-PARTY SERVICE, NETWORK, SOFTWARE, OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, TELECOMMUNICATIONS PROVIDERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY THE KEYCAFE GROUP.

  9. The Keycafe Group's Limitation of Liability

    YOU ACKNOWLEDGE THAT IF YOU OR ANOTHER CUSTOMER DELIVER YOUR KEY TO ANY LOCATION, YOU ARE INTENTIONALLY AND KNOWINGLY GIVING CONTROL OR POSSESSION OF YOUR KEY TO INDIVIDUALS OR TO EQUIPMENT OPERATED AND ACCESSED BY INDIVIDUALS WHOSE BEHAVIOR AND EFFORT TO SECURE YOUR KEY CANNOT BE MONITORED OR GUARANTEED, INCLUDING BUT NOT LIMITED TO AGENTS OF THE KEYCAFE GROUP AND OTHER CUSTOMERS, AND THAT YOUR KEY COULD BE A TARGET OF THEFT AND COULD BE USED TO CAUSE HARM TO YOU, YOUR PROPERTY, A THIRD PARTY, OR A THIRD PARTY'S PROPERTY. BY SURRENDERING POSSESSION OF YOUR KEY AT ANY LOCATION TO USE THE SERVICE, YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL CLAIMS RELATED TO THE SERVICE OR TO THE EQUIPMENT FOR DAMAGES, PERSONAL INJURY, OR OTHER RELIEF YOU MAY HAVE AGAINST ANY PERSON OR PARTY EXCEPT THOSE AGAINST THE INDIVIDUAL PERPETRATOR TAKING SUCH ACTIONS THAT DIRECTLY CAUSE THE HARM. YOU FURTHER ACKNOWLEDGE THAT YOUR INFORMATION, INCLUDING YOUR CUSTOMER INFORMATION, MAY BE HACKED OR OTHERWISE INAPPROPRIATELY ACCESSED AND THAT IT IS YOUR RESPONSIBILITY TO MANAGE THE SECURITY OF YOUR ACCOUNT, PASSWORD AND PIN. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICE AND THE EQUIPMENT.

    IN NO EVENT SHALL THE KEYCAFE GROUP, OTHER CUSTOMERS, AND, IF APPLICABLE, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM YOUR USE OF OR ACCESS TO THE SERVICE OR THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM ANY (I) ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN THE SERVICE OR THE EQUIPMENT, OR ANY CUSTOMER'S USE OR MISUSE OF THE SERVICE OR THE EQUIPMENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, TO YOU OR A THIRD PARTY RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE OR THE EQUIPMENT, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR ANY AND ALL PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN OR KEY EXCHANGES USING THE SERVICE OR THE EQUIPMENT (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE OR THE EQUIPMENT BY ANY THIRD PARTY, OR (VI) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE OR THE EQUIPMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE KEYCAFE GROUP, OTHER CUSTOMERS, OR ANY OF THEM IS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF THE KEYCAFE GROUP TO YOU, AND AS APPLICABLE, YOUR AGENTS, FRANCHISEES, AFFILIATES, OR EMPLOYEES ARISING OUT OF OR RELATED TO THE SERVICE AND THE EQUIPMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO $100.00 (USD). THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

    IF YOU ARE USING THE SERVICE FOR OR IN CONNECTION WITH HOMESHARING ACTIVITIES, YOU REPRESENT, WARRANT AND COVENANT THAT YOU ARE IN COMPLIANCE WITH ALL APPLICABLE HOTEL AND HOMESHARING LAWS, REGULATIONS AND REQUIREMENTS IN THE JURISDICTIONS WHICH APPLY TO YOUR HOMESHARING ACTIVITIES, INCLUDING BUT NOT LIMITED TO LICENSING, REPORTING, TAXES, SAFETY AND PRIVACY. YOU ACKNOWLEDGE AND AGREE THAT THE KEYCAFE GROUP IS NOT A PROPERTY MANAGEMENT COMPANY AND DOES NOT MONITOR OR ACTIVELY MANAGE THE PURPOSES FOR WHICH CUSTOMERS USE THE SERVICE.

    WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE SERVICE, THE EQUIPMENT OR THESE TERMS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

    THE SERVICE IS OFFERED, CONTROLLED, AND DELIVERED BY THE KEYCAFE GROUP FROM A LIMITED NUMBER OF FACILITIES IN KEYCAFE'S JURISDICTIONS. THE KEYCAFE GROUP MAKES NO REPRESENTATIONS THAT THE SERVICE OR EQUIPMENT IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS OR JURISDICTIONS. THOSE WHO ACCESS, POSSESS AND OPERATE EQUIPMENT OR USE THE SERVICE OR EQUIPMENT FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

    SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN ONE OF THESE JURISDICTIONS, CERTAIN LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

  10. Your Indemnity

    YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE KEYCAFE GROUP AND THE OTHER CUSTOMERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES), EXCEPT AS CAUSED SOLELY BY THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ARISING FROM: (I) YOUR FACILITATION, USE OF OR ACCESS TO THE SERVICE OR THE EQUIPMENT; (II) YOUR BREACH OF ANY TERM OF THESE TERMS; OR (III) YOUR INFRINGEMENT OF ANY THIRD PARTY RIGHT, INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT. THIS DEFENSE AND INDEMNIFICATION OBLIGATION SHALL SURVIVE THE TERMINATION OF THESE TERMS AND YOUR USE OF THE SERVICE AND THE EQUIPMENT.

  11. General

    11.1. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but are freely assignable by Keycafe without consent or notice.
    11.2 Governing Law. If there is any dispute between You and Keycafe about or involving this these Terms or the Service, You hereby agree that the dispute will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein without regard to its conflict of law provisions.
    11.3. Dispute Resolution. All disputes arising out of or in connection with these Terms or the Service will be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be adjudicated by a single arbitrator and will be administered by the British Columbia International Commercial Arbitration Centre in accordance with its Rules (available at http://bcicac.com/arbitration/rules-of-procedure). The place of arbitration will be Vancouver, British Columbia, Canada. The language of the arbitration will be English. Notwithstanding the foregoing, Keycafe may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and You agree that these Terms are specifically enforceable by Keycafe through injunctive relief and other equitable remedies without proof of monetary damages.
    11.4. Venue if Arbitration Forum Selection Voided. If Section 11.3 is void, voidable by You, or otherwise inapplicable, then You agree that: (i) the final step in consummating these Terms is Keycafe's acceptance in Vancouver, British Columbia, Canada, by publication on the Site; (ii) for purposes of jurisdiction and venue for the resolution of disputes only the Service shall be deemed solely based in Vancouver, British Columbia, Canada; (iii) the Service shall be deemed a website and service that does not give rise to personal jurisdiction over Keycafe, either specific or general, in jurisdictions other than Vancouver, British Columbia, Canada; and (iv) disputes shall be decided exclusively by a court of competent jurisdiction located in Vancouver, British Columbia, Canada.
    11.5. Translation. Keycafe may publish on the Site translations of the English language version of these Terms into some of the other languages used by its Customers. Any such translations are provided to You only as a convenience. You and Keycafe agree that only the English language version of the Terms governs Your agreement with Keycafe. Any translation of these Terms into a language other than English shall be of no force or effect and shall not be considered in any Dispute.
    11.6. Entire Agreement. These Terms shall constitute the entire agreement between You and Keycafe concerning the Service or the Equipment, and together completely replace any prior agreements representations, statements, proposals, negotiations, or understanding between You and Keycafe in relation to the Service or the Equipment.
    11.7. Survival of Terms. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, and these Terms shall be construed to give effect as nearly as possible to the original intent.
    11.8. Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Keycafe's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
    11.9.

    Defined Terms. The following defined terms shall have the meaning given wherever used in these Terms or in the Privacy Policy, unless the context clearly indicates a contrary intent:

    "API" means an application programming interface with a set of routines, protocols, and tools for building software applications.

    "API Agreement" means the Keycafe API Agreement available at https://www.keycafe.com/api-tos.

    "Community Guidelines" means the Keycafe Community Guidelines available at https://www.keycafe.com/keycafe-community-guidelines.

    "Confidential Information" has the meaning given in Section 6.

    "Customer Information" has the meaning given in Section 2.3.

    "Customers" has the meaning given in Section 2.2.

    "End Users" has the meaning given in Section 2.2.1.

    "Equipment" means all of the equipment used or reasonably necessary to operate the Service regardless of whether Keycafe owns the equipment or whether the equipment is given, sold, or leased to, or held in trust by, or otherwise possessed by, a third party, including but not limited to: Key fobs, Key cabinets, Key exchange consoles, automated Key exchange systems; connectors, wiring, packaging, instructional, and marketing materials; and any other physical object originally provided or made available by Keycafe or approved or accepted by Keycafe as necessary or useful in connection with providing the Service.

    "Enterprise Users" has the meaning given in Section 2.2.3.

    "Key" means any physical device, or combination of devices, necessary to gain access to a controlled space, regardless of whether the form of the device is mechanical, electronically scanable, signal generating, or any other such device which will physically fit within the Equipment as intended by Keycafe and which does not interfere with the operation of the Equipment.

    "Keycafe" means the specific Keycafe operating company authorized to distribute the Service (i) to the Location where You physically exchange, or facilitate the exchange of, a Key, or (ii) if You have not exchanged or facilitated the exchange of a Key, in the country where Your primary residence or place of business is located. As at the time of the last publication date of these Terms, the Keycafe operating companies and their authorized distribution regions are as follows:

      (a) Keycafe Inc. - Canada;
      (b) Keycafe (EU) Cooperatief U.A. – European Economic Area;
      (c) Keycafe (US) Inc. - United States of America;
      (d) Keycafe (Japan) LLC - Japan; and
      (e) Keycafe ULC - Rest of World.

    "Keycafe Group" means, collectively, Keycafe Inc. and its affiliates and subsidiaries, including without limitation Keycafe (EU) Cooperatief U.A., Keycafe (US) Inc., Keycafe (Japan) LLC and Keycafe ULC.

    "Keycafe's Jurisdictions" means the countries in which one of the Keycafe operating companies is organized or incorporated, which at the time of the last publication date of these Terms include Canada, the United States, the Netherlands and Japan.

    "Location" means a site with Equipment for facilitating Key exchanges utilizing the Service.

    "Location Provider Agreement" means the Keycafe Location Provider Agreement available at https://www.keycafe.com/keycafe-location-agreement, or such other similar agreement as may be entered into between a Location Provider and Keycafe in writing.

    "Location Providers" has the meaning given in Section 2.2.2.

    "Marks" has the meaning given in Section 7.1.

    "Privacy Policy" means Keycafe's Privacy Policy, found at https://www.keycafe.com/keycafe-privacy-policy and as the same may be amended by Keycafe from time-to-time in the Keycafe Group's sole discretion, which is incorporated herein by reference.

    "Service" means the online management of Key access and other services made possible by Keycafe and offered to You under one or more of Keycafe's accounts and Subscription Plans for access to and use of the Site and the Equipment.

    "Site" means Keycafe's website, found at http://www.keycafe.com, mobile software applications, or third-party software integrations.

    "Subscription Plan" means a plan displayed on the Site publicly or within Your account (or if there is a separate written agreement signed by Keycafe and You, then including the separate written agreement) which defines the cost and parameters of use of the Service and the Equipment which apply to You.

    "Taxes" has the meaning given in Section 5.4.

    "Terms" means, collectively, these Terms of Service, the Community Guidelines, the Location Provider Agreement (if applicable), the API Agreement (if applicable) and any other agreements entered into in writing between You and Keycafe, as the same may be amended or modified as herein provided.

    "You" or "Your" means any person, party, unincorporated association, and any legal entity entering into these Terms, other than Keycafe, together with their agents, officers, employees, personal representatives, successors, and permitted assigns, and any other person, party, unincorporated association, and any legal entity controlled or controllable by them or any of them.
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